UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 10-Q

For the quarterly period ended July 31, 2025

Commission File No. 333-216645

Registrant’s telephone number, including area code (949) 202-9235

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☐ Yes     ☒ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes     ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes     ☒ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

As of June 17, 2026, the registrant had 207,030,030 shares of common stock issued and outstanding.

TABLE OF CONTENTS 

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

VITASPRING BIOMEDICAL CO., LTD.

INDEX TO FINANCIAL STATEMENTS

VITASPRING BIOMEDICAL CO., LTD.

BALANCE SHEETS

(Unaudited)

See the accompanying Notes, which are an integral part of this unaudited financial statement.

VITASPRING BIOMEDICAL CO., LTD.

STATEMENTS OF OPERATIONS

(Unaudited)

See the accompanying Notes, which are an integral part of this unaudited financial statement.

VITASPRING BIOMEDICAL CO., LTD.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Unaudited)

For the Three and Six Months Ended July 31, 2025

For the Three and Six Months Ended July 31, 2024 

See the accompanying Notes, which are an integral part of this unaudited financial statement.

VITASPRING BIOMEDICAL CO., LTD.

STATEMENTS OF CASH FLOWS

(Unaudited)

See the accompanying Notes, which are an integral part of this unaudited financial statement.

VITASPRING BIOMEDICAL CO., LTD.

Notes to Unaudited Financial Statements

July 31, 2025

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our unaudited financial statements and the related notes included in this Quarterly Report on Form 10-Q. The discussion below contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements due to various factors, including those described in our filings with the Securities and Exchange Commission (“SEC”).

Forward-Looking Statements

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Unless otherwise indicated, references to “we,” “us,” “our,” or “the Company,” mean VitaSpring Biomedical Co., Ltd.

All dollar amounts refer to US dollars unless otherwise indicated.

Overview

We are a development-stage biomedical company focused on cell-based technologies for regenerative and preventative health applications. Our business model historically involved sourcing stem cells and exosome products from a related-party vendor and reselling those products to customers. We are currently evaluating future commercialization opportunities involving regenerative medicine, cell-based technologies, and related healthcare applications.

During the three and six months ended July 31, 2025, and 2024, we did not generate any revenue as we restructured our commercial strategy, evaluated supplier and regulatory considerations, and assessed future business direction.

Accordingly, our activities during the current fiscal year have primarily consisted of:

As of July 31, 2025, we have not reinitiated revenue-generating operations.

Results of Operations

The following summary of our results of operations should be read in conjunction with our unaudited financial statements for the period ended July 31, 2025, which are included herein. 

Our operating results for the three and six months ended July 31, 2025, and 2024 and the changes between those periods for the respective items are summarized as follows.

For the three months ended July 31, 2025, compared to the three months ended July 31, 2024

Revenue

During the three months ended July 31, 2025, and 2024, we did not generate any revenue. During the year 2023, we suspended commercial sales activity while evaluating our operating model and funding alternatives. We are currently focusing on restructuring our product strategy and developing long-term partnerships rather than pursuing short-term sales.

Operating Expenses

Operating expenses were $99,067 for the three months ended July 31, 2025, compared with $218,662 for the three months ended July 31, 2024. For the three months ended July 31, 2025, and 2024, the operating expenses were primarily attributed to professional fees of $35,200 and $58,324, stock-based compensation of $0 and $41,216, lease expenses of $0 and $55,068, salaries and related expenses of $57,812 and $51,838, depreciation of $2,490 and $2,490 and general and administrative expenses of $3,565 and $9,726, respectively.

Provision for Income Taxes Expenses

We did not record a current income tax provision for the three months ended July 31, 2025, or 2024, based on our net operating loss position and a full valuation allowance against deferred tax assets.

However, during the three months ended July 31, 2025, we recognized $11,778 of interest and penalties accrued on historical income tax obligations attributable to fiscal year 2022. In accordance with ASC 740-10-45-25, we have elected to classify interest and penalties related to income tax obligations as income tax expense. Accordingly, this amount is presented within the income tax expense line on the statement of operations and does not represent a current provision on operating income. No such interest or penalty charges were incurred during the three months ended July 31, 2024.

Net Loss

We had a net loss of $110,845 for the three months ended July 31, 2025, and $218,662 for the three months ended July 31, 2024. The decrease in net loss of $107,817 was primarily due to lower operating expenses, including reductions in professional fees, lease expenses, stock-based compensation, and general and administrative costs, offset by an increase in salaries and related expenses and provision for income tax expenses.

For the six months ended July 31, 2025, compared to the six months ended July 31, 2024

Revenue

During the six months ended July 31, 2025, and 2024, we did not generate any revenue. During the year 2023, we suspended commercial sales activity while evaluating our operating model and funding alternatives. We are currently focusing on restructuring our product strategy and developing long-term partnerships rather than pursuing short-term sales.

Operating Expenses

Operating expenses were $168,214 for the six months ended July 31, 2025, compared with $435,493 for the six months ended July 31, 2024. For the six months ended July 31, 2025, and 2024, the operating expenses were primarily attributed to professional fees of $38,700 and $90,350, stock-based compensation of $0 and $82,433, lease expenses of $0 and $105,171, salaries and related expenses of $115,625 and $136,416, depreciation of $4,979 and $4,979 and general and administrative expenses of $8,910 and $16,144, respectively.

Provision for Income Taxes Expenses

We did not record the current income tax provision for the six months ended July 31, 2025, or 2024 due to our net operating loss position and full valuation allowance against deferred tax assets.

However, during the six months ended July 31, 2025, we recognized $23,172 interest and penalties accrued on historical income tax attributable to fiscal year 2022, of which $11,778 was recognized during the three months ended July 31, 2025. In accordance with ASC 740-10-45-25, we have elected to classify interest and penalties related to income tax obligations as income tax expense. Accordingly, these amounts are presented within the income tax expense line on the statement of operations and do not represent a current provision on operating income. No such interest, penalty, or minimum tax charges were incurred during the six months ended July 31, 2024.

Net Loss

We had a net loss of $191,386 for the six months ended July 31, 2025, and $435,493 for the six months ended July 31, 2024. The decrease in net loss of $244,107 was primarily due to lower operating expenses, including the elimination of lease expenses, the completion of stock-based compensation recognition, salaries and related expenses and general and administrative costs, offset by increases in provision for income tax expenses.

Balance Sheet Data

Liquidity and Capital Resources

The following table summarizes our changes in working capital deficiency as of July 31, 2025, and January 31, 2025.

As of July 31, 2025, and January 31, 2025, current assets were comprised of $799 and $272 in cash, $6,925 and $0 in prepaid expenses, $169 and $0 in other receivable, respectively.

As of July 31, 2025, and January 31, 2025, current liabilities were comprised of $2,411,000 and $2,411,000 in accounts payable - related party, $559,492 and $494,751 in accounts payable and other payables, $336,094 and $313,722 in income tax and franchise tax expenses payable and $917,020 and $810,105 in advances from related party, respectively.

Our working capital deficiency increased by $186,407, or 4.63%, to $4,215,713 as of July 31, 2025, compared to working capital deficiency of $4,029,306 as of January 31, 2025. The increase was primarily attributable to increases in advances from a related party, accounts payable and other payables, and accrued historical tax obligations. Advances paid directly by related parties on our behalf for operating expenses are reflected as operating activities, while cash proceeds received directly from related parties are classified as financing activities. A substantial portion of our liabilities consists of obligations to related parties that are unsecured, non-interest-bearing, and payable on demand, with no formal repayment terms. Our related party accounts payable is subject to the May 18, 2026, deferral agreement. Given our current financial condition, there can be no assurance that we will be able to continue operations absent additional capital. We may be required to significantly curtail or cease operations if financing is not obtained in the near term.

The income tax payable balance primarily relates to historical tax liabilities, and no current income tax provision was recognized due to our net operating loss position and full valuation allowance. During the six months ended July 31, 2025, we recognized $23,172 interest and penalties on historical income tax obligations relating to fiscal year 2022, which are classified as income tax expense in accordance with our policy under ASC 740-10-45-25.

Cash Flow Data

The following table summarizes our cash flows for the six months ended July 31, 2025, and 2024:

We have funded our activities primarily through shareholder advances, which were discretionary and not subject to a written agreement. We continue to rely on external funding and available cash balances to meet our working-capital needs. Management believes that additional capital will be required to support operations over the next twelve months.

We expect to continue to require additional capital to support operations, research, and regulatory initiatives. Management is exploring potential sources of financing, including private placements of equity or debt securities and strategic partnerships. There is no assurance that additional funding will be available on acceptable terms. If we cannot secure sufficient financing, we may need to delay or scale back parts of our business plan.

We had $799 in cash as of July 31, 2025, and our existing liquidity and cash resources are not sufficient to fund planned operations for the next twelve months without additional capital. The continuation of our business depends on our ability to raise funds and generate future revenue.

Cash Flows from Operating Activities

For the six months ended July 31, 2025, net cash flows used in operating activities were $1,973, consisting of a net loss of $191,386, adjusted for depreciation expense of $4,979, advances from related party for operating expenses of $104,415, accrued income-tax related interest and penalties of $22,372, and a net change in working capital of $57,647.

For the six months ended July 31, 2024, net cash flows used in operating activities was $6,444, consisting of a net loss of $435,493, adjusted for depreciation expense of $4,979, advances from related party for operating expenses of $335,998, non-cash lease expenses of $89,652, stock-based compensation of $82,433 and increased by a net change in working capital of $84,013.

Cash Flows from Investing Activities

We had no investing activities during the six months ended July 31, 2025, and 2024.

Cash Flows from Financing Activities

During the six months ended July 31, 2025, and 2024, net cash provided by financing activities consisted of related party advances of $2,500 and $11,956, respectively.

We expect to continue to rely on equity financing and, where available, strategic partnerships or grants to meet our capital needs. Our ability to raise additional capital will depend on market conditions, investor interest, and our progress in commercializing our stem-cell and biomedical technologies.

Capital Requirements and Liquidity Outlook

We have incurred losses and negative cash flow from operations. We believe that our current cash resources are not sufficient to fund our operations for the next twelve months without additional financing. To meet our capital needs, we plan to seek additional equity or debt financing and may also pursue strategic partnerships or licensing opportunities. There is no assurance that such financing will be available on favorable terms or at all. If we cannot obtain adequate funding, we may need to delay, scale back, or discontinue some of our business activities.

Going Concern

We evaluate our ability to continue as a going concern in accordance with ASC 205-40, Presentation of Financial Statements — Going Concern. This evaluation requires us to assess whether conditions or events raise substantial doubt about our ability to meet our obligations as they become due during the twelve months following the issuance of these financial statements. As discussed in Note 2 to the financial statements, the Company has limited liquidity and substantial obligations that may be payable on demand.

Our financial statements have been prepared assuming we will continue as a going concern. As disclosed in Note 2 to our financial statements, as of July 31, 2025, we had an accumulated deficit of $5,472,889, a working capital deficiency of $4,215,713, and negative operating cash flow of $1,973, which is due to our limited operations. These factors raise substantial doubt about our ability to continue as a going concern within one year from the issuance of these financial statements. Our ability to continue as a going concern depends upon our ability to obtain additional funding, restructuring related-party obligations, and implement a business plan that generates sustainable revenues. There can be no assurance that we will be successful in these efforts. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be unable to continue as a going concern. Management’s plans to alleviate substantial doubt are dependent upon obtaining additional financing and therefore cannot be considered probable of being effectively implemented.

Off-Balance Sheet Arrangements

As of July 31, 2025, we did not have any off-balance sheet arrangements.

Plan of Operation and Funding

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

While existing working capital and anticipated financing sources may provide limited support for our operations, our current cash resources are not sufficient to fund our operations over the next twelve months without additional financing. We will require additional capital to continue operations and execute our business plan. There can be no assurance that such financing will be available on acceptable terms, or at all. If we are unable to obtain adequate funding, we may be required to delay, scale back, or discontinue certain or all of our operations.

Critical Accounting Policies and Estimates

Use of Estimates

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements requires management to make estimates and assumptions, including, but not limited to, income tax valuation allowances and the assessment of our ability to continue as a going concern. Our significant accounting policies are described in Note 3 to the financial statements. We consider the following policies and estimates to be critical because they involve significant judgments and assumptions and could materially affect our financial condition and results of operations. Management has determined that our most critical accounting estimates are those relating to income tax valuation allowances and the going concern assessment.

Significant estimates and assumptions reflected in the financial statements for the quarter ended July 31, 2025, include, but are not limited to:

Going Concern Assessment

In accordance with ASC 205-40, we evaluate whether conditions or events raise substantial doubt about our ability to continue as a going concern within one year from the issuance date of the financial statements. This assessment requires management to evaluate liquidity, forecasted cash flows, and the availability of financing or related-party support. As discussed in Note 2 to the financial statements, the Company has limited liquidity and substantial obligations that may be payable on demand.

Because these estimates require management judgment, actual results could differ materially from those estimates.

Income Taxes and Deferred Tax Assets

We account for income taxes using the liability method under ASC 740. Deferred tax assets are recognized for temporary differences between financial statement and tax bases of assets and liabilities. A valuation allowance is established when it is more likely than not that all or part of a deferred tax asset will not be realized. Determining the amount of valuation allowance requires significant judgment in estimating future taxable income, applicable tax strategies, and the expected timing of reversals of temporary differences.

Material Commitments

None.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment during the next twelve months.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company and not required to provide this information.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (CEO), is responsible for establishing and maintaining disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the CEO, to allow timely decisions regarding required disclosure.

As of the end of the fiscal quarter ended July 31, 2025, management conducted an evaluation, under the supervision and with the participation of our CEO, of the effectiveness of our disclosure controls and procedures. Based on this evaluation, our CEO concluded that our disclosure controls and procedures were not effective as of July 31, 2025, due to a material weakness in our internal control over financial reporting, as described below.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, evaluations of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions or deterioration in compliance with policies or procedures.

Management assessed the effectiveness of our internal control over financial reporting as of July 31, 2025, using the criteria set forth in the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, management concluded that our internal control over financial reporting was not effective as of that date, due to the following material weakness:

Remediation Plan

We are committed to improving our internal control environment. Management intends to engage external accounting consultants with SEC reporting experience, formalize closing and review procedures, and improve segregation of duties as financial resources permit. Due to our limited personnel and single-officer management structure, management’s ability to fully segregate accounting and financial reporting functions remains limited.

We intend to adopt the following remediation plan subject to funding and retaining the appropriate personnel:

We intend to begin implementation during fiscal 2026, subject to available resources. We intend for the consultant to assist management with:

We intend to implement enhanced month-end and quarter-end closing procedures, including:

By January 31, 2027, we intend to establish improved segregation of duties through a combination of:

We will document the design and implementation of revised controls and evaluate their operating effectiveness over a sufficient period of time prior to concluding that the material weakness has been remediated.

The remediation efforts described above are dependent on our ability to secure adequate financial resources. We do not make any assurances that we will be able to secure the necessary resources to implement the foregoing plan. We expect to begin implementing remediation measures during fiscal 2026 and to make reasonable progress over the following twelve months, subject to available financial resources. However, the material weakness will not be considered remediated until the applicable controls have been designed, implemented, and tested for operating effectiveness over a sustained period. Since management has not yet completed testing of these remediation measures, it cannot conclude that the material weakness has been remediated.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the fiscal quarter ended July 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

The Company is from time to time involved in routine litigation incidental to the conduct of our business. Management believes that no pending litigation matters to which it is a party is likely to have a material adverse effect on the Company’s financial condition or results of operations.

As previously disclosed in our Company’s Form 10-K for the fiscal year ended January 31, 2023, and in our Report on Form 8-K filed August 11, 2025, certain of our former officers are involved in civil and criminal proceedings in Taiwan relating to alleged unauthorized use of proprietary know-how and intellectual property. The Company is not a named party to these proceedings.

As of July 31, 2025, and through the date of issuance of these financial statements, management is not aware of any developments that would cause the Company to conclude that these matters will have a material adverse effect on its financial condition or results of operations.

Item 1A. Risk Factors

RISKS RELATED TO OUR FINANCIAL CONDITION, LIQUIDITY AND GOING CONCERN

Substantial doubt exists regarding our ability to continue as a going concern.

We have not generated revenue during the six months ended July 31, 2025. As of July 31, 2025, we had cash of $799, total assets of $17,020, total liabilities of $4,223,606, an accumulated deficit of $5,472,889, negative operating cash flows used of $1,973 and a stockholders’ deficit of $4,206,586. We have incurred recurring losses since inception and expect to continue incurring losses for the foreseeable future. Based on our current cash position and expected expenditure, we do not have sufficient liquidity to fund operations for the next twelve months without additional financing.

Our financial statements have been prepared assuming we will continue as a going concern. Management has concluded that substantial doubt exists regarding our ability to continue as a going concern within twelve months from the issuance of our financial statements. Our independent registered public accounting firm has included a going concern explanatory paragraph in prior audit reports.

We have no committed financing arrangements and no revenue-generating operations. Our ability to continue operations depends entirely upon raising additional capital or obtaining continued financial support from related parties. There can be no assurance that such capital will be available on acceptable terms, if at all. If we are unable to secure adequate funding, we may be forced to significantly curtail or cease operations, seek protection under applicable insolvency laws, or liquidate our assets.

Our liabilities substantially exceed our assets, which may impair our ability to obtain financing and satisfy uplisting requirements.

Our negative stockholders’ equity position may adversely affect investor confidence and impair our ability to obtain financing on favorable terms. Certain trading platforms and exchanges impose minimum stockholders’ equity requirements. Our current financial condition may limit our ability to satisfy such requirements, thereby restricting our ability to uplist our common stock to OTCQB or a national securities exchange. Certain markets, including the OTCQB and the national securities exchanges, require minimum stockholders’ equity thresholds that we currently do not meet.

We may not be able to satisfy our obligations as they become due.

A substantial portion of our liabilities consists of unsecured obligations to related parties and vendors. These obligations may be payable on demand. If creditors demand repayment or decline to extend payment terms, we may be unable to satisfy such obligations when due, which could result in default, litigation, or insolvency proceedings. To date, no formal demand for repayment has been made.

RISKS RELATED TO OUR DEVELOPMENT-STAGE STATUS AND BUSINESS STRATEGY

We are not currently conducting commercial operations, but we have had a history of revenue generation.

Although we describe a long-term strategy involving regenerative medicine technologies, including potential stem-cell and exosome-based applications, we are not currently conducting commercial manufacturing, distribution, or revenue-generating activities. We did not incur research and development expenses in the current period ended July 31, 2025, or fiscal year ended January 31, 2025, have not initiated clinical trials, and have not obtained regulatory approvals. Our limited operating history makes it difficult for investors to evaluate our prospects. As of the date of this Quarterly Report, we are not actively developing, manufacturing, or marketing any products.

Our business model is speculative and subject to significant execution risk.

Each of these elements involves significant uncertainty. Failure in any of these areas could materially adversely affect our business.

We may change our business strategy.

Given our financial condition and development-stage status, we may revise or modify our business strategy. Such changes may expose us to additional risks and uncertainties and may not result in successful operations.

RISKS RELATED TO REGULATORY MATTERS

If we pursue regenerative medicine or biologic-based products, we will be subject to extensive regulatory requirements.

Any future commercialization efforts may subject us to regulation by the U.S. Food and Drug Administration and comparable foreign regulatory authorities. Regulatory approval processes require extensive preclinical and clinical data and may take years to complete. Regulatory authorities may impose additional requirements, delay approvals, or deny approval altogether. We have not yet established FDA-compliant manufacturing facilities or submitted any investigational or marketing applications.

Failure to obtain or maintain regulatory approvals would prevent commercialization.

Even if approvals are obtained, regulatory authorities may impose post-marketing requirements, restrict indications, suspend approvals, or withdraw approval. Regulatory compliance requires substantial financial and managerial resources.

The regulatory landscape for stem-cell and exosome technologies is evolving.

Regulatory authorities have increased scrutiny of regenerative medicine therapies. Changes in regulatory policy, interpretation, or enforcement priorities may adversely affect our ability to develop or commercialize products.

RISKS RELATED TO INTELLECTUAL PROPERTY

We do not currently hold issued patents.

As of the date of this report, we do not own issued patents, nor do we have any pending patent applications. We also do not own any registered trademarks. Our competitive position relies primarily on trade secrets and proprietary know-how. Trade secrets are difficult to protect, and we may not be able to prevent unauthorized disclosure or use.

We may become involved in intellectual property disputes.

If we develop technologies in the future, we may face claims of infringement from third parties. Defending against such claims could be costly and time-consuming. We may be required to pay damages, enter into licensing agreements on unfavorable terms, or cease certain operations.

RISKS RELATED TO RELATED-PARTY TRANSACTIONS AND CONFLICTS OF INTEREST

We have significant obligations to related parties, including a former officer who is involved in criminal proceedings unrelated to us.

As of July 31, 2025, we owed $2,411,000 to a related-party vendor, which is owned by our former officer, and $917,020 in advances from related party, including advances made by a former Chief Executive Officer and Chairman of the Board. These obligations are unsecured, and are not subject to formal long-term repayment schedules, and may be payable on demand. The continuation of related-party financial support is not assured.

On May 18, 2026, we entered into a deferred payment agreement with a related party , both parties agreed to defer collection efforts for a period of twenty -four (24) months from May 18, 2026, and the related party will not demand immediate repayment of the outstanding balance of $2,411,000.

The former officer referenced above is involved in criminal proceedings relating to the alleged unauthorized use of intellectual property that was not owned by us and did not arise from our operations. We are not a party to these proceedings, and the allegations do not involve our assets, intellectual property, or current management. Nevertheless, because this individual is a creditor of us, developments in such proceedings could affect repayment discussions, restructuring negotiations, or future financing arrangements. In addition, public association with former management may result in reputational harm or investor concern.

If related parties demand repayment of outstanding amounts or cease providing financial support, our liquidity and ability to continue operations could be materially adversely affected.

Our governance structure may increase conflict-of-interest risk.

We currently have a single director who also serves as our sole executive officer. We do not have independent directors or standing committees. We have not adopted a formal related-party transaction policy. This structure may increase the risk of conflicts of interest and reduce oversight of management decisions.

RISKS RELATED TO FORMER MANAGEMENT AND LEGAL PROCEEDINGS

Former officers are involved in civil and criminal proceedings that could indirectly affect us.

Certain former officers and directors are involved in legal proceedings in Taiwan relating to alleged unauthorized use of intellectual property. Although we are not a named party, these proceedings may result in reputational harm, disruption of business relationships, or derivative claims.

We may be subject to litigation.

We may become involved in disputes related to intellectual property, contracts, securities laws, or other matters. Litigation is inherently uncertain and may result in substantial costs, diversion of management resources, or adverse judgments.

RISKS RELATED TO INTERNAL CONTROL OVER FINANCIAL REPORTING

We have identified a material weakness in internal control over financial reporting.

Management concluded that our internal control over financial reporting was not effective as of July 31, 2025, due to insufficient segregation of duties and lack of personnel with appropriate U.S. GAAP and SEC reporting expertise. If we fail to remediate this material weakness, we may be unable to prevent or detect material misstatements in our financial statements.

If we fail to remediate this material weakness, we may be unable to timely file reports with the SEC, which could result in loss of quotation eligibility or trading market restrictions.

RISKS RELATED TO CAPITAL RAISING AND DILUTION

We will require substantial additional capital to execute our business strategy.

We anticipate funding operations through equity offerings, convertible securities, strategic partnerships, or related-party financing. Such financings may be highly dilutive and may include terms unfavorable to existing stockholders. Our net operating loss carryforwards may be limited under Section 382 of the Internal Revenue Code.

Future issuances of securities may dilute existing stockholders and depress our stock price.

We may issue additional shares of common stock or securities convertible into common stock at prices below current market value. Such issuances may include warrants, anti-dilution adjustments, or other terms that adversely affect existing stockholders.

Our net operating loss carryforwards may be limited under Section 382 of the Internal Revenue Code, which could reduce or eliminate their value.

As of July 31, 2025, we had federal net operating loss (“NOL”) carryforwards. Our ability to utilize these NOLs to offset future taxable income, if any, may be significantly limited under Section 382 of the Internal Revenue Code of 1986, as amended (“Section 382”), if we experience an “ownership change” as defined in Section 382.

In general, an ownership change occurs if the percentage of our stock owned by one or more “5-percent shareholders” increases by more than 50 percentage points over a rolling three-year testing period. Because our stock ownership is relatively concentrated and because we may issue additional equity or convertible securities in future financings, we may experience an ownership change under Section 382. An ownership change could materially limit the amount of NOLs that may be utilized annually to offset taxable income. In certain circumstances, such limitations could effectively eliminate the benefit of our NOL carryforwards.

In addition, if we undergo a significant change in business operations or experience future ownership changes, our ability to utilize our NOLs could be further limited. Any such limitation could reduce the potential tax benefits available to us and may adversely affect our financial condition and results of operations.

There can be no assurance that our NOL carryforwards will be available to offset future taxable income, even if we achieve profitability.

RISKS RELATED TO UPLISTING AND MARKET STATUS

Because we currently have a stockholders’ deficit and lack independent directors, we may not satisfy the financial and governance requirements necessary to uplist to OTCQB or a national securities exchange.

We may seek an uplisting of our common stock. Uplisting requires compliance with financial, corporate governance, and market-based criteria, including minimum bid price, stockholders’ equity thresholds, and independent board requirements. Our current financial condition and governance structure may prevent us from meeting such criteria. We may need to effect a reverse stock split to meet minimum bid price requirements, which could adversely affect stockholder value.

Our common stock is thinly traded and may experience significant volatility.

Our common stock trades on the OTC Pink marketplace, which generally has lower liquidity and greater volatility than national securities exchanges. Limited trading volume may result in substantial price fluctuations.

Our common stock may be subject to penny stock regulations.

If our common stock is deemed a penny stock, broker-dealers may be subject to additional regulatory requirements before effecting transactions, which may reduce liquidity and investor interest.

RISKS RELATED TO CYBERSECURITY AND DATA PROTECTION

We do not maintain a formal cybersecurity risk management framework.

We do not employ dedicated cybersecurity personnel and rely on third-party service providers. A cybersecurity breach could result in operational disruption, reputational damage, regulatory scrutiny, or financial loss.

GENERAL RISK FACTORS

Economic conditions may adversely affect our ability to raise capital.

Adverse economic conditions, including inflation, rising interest rates, and market volatility, may reduce investor appetite for speculative investments and impair our ability to obtain financing.

An investment in our common stock is highly speculative.

Given our development-stage status, lack of revenue, minimal liquidity, significant liabilities, material weakness in internal controls, governance limitations, regulatory uncertainty, and dependence on future financing, an investment in our common stock is highly speculative and may result in the loss of your entire investment.

We may become subject to securities class action litigation or stockholder derivative actions, which could result in substantial costs and diversion of management attention.

Companies with limited operating histories, development-stage business models, minimal revenues, recurring losses, or significant stock price volatility frequently become the target of securities class action litigation or stockholder derivative lawsuits. Given our development-stage status, going-concern uncertainty, dependence on future financing, related-party transactions, material weakness in internal control over financial reporting, and limited trading liquidity, we may be particularly susceptible to such litigation.

Securities class action lawsuits are often brought against companies following periods of stock price volatility, reverse stock splits, dilutive financings, restatements, regulatory developments, or public disclosures regarding internal control deficiencies. Such lawsuits typically allege violations of federal securities laws, including claims under Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, or under Sections 11 and 12 of the Securities Act in connection with securities offerings. Even if such claims are without merit, defending against them can be costly, time-consuming, and disruptive to our operations.

In addition, we may become subject to stockholder derivative actions alleging breach of fiduciary duties by our officers or director, particularly given our governance structure, related-party transactions, and development-stage operations. Such actions may seek monetary damages, corporate governance changes, or other equitable relief.

The costs of defending securities litigation or derivative actions may be significant and may exceed the limits of our directors’ and officers’ liability insurance coverage, if any. Adverse judgments, settlements, or regulatory findings could materially adversely affect our financial condition, liquidity, reputation, and ability to raise capital. Furthermore, even the initiation of litigation could result in negative publicity, investor concern, and diversion of management attention from our business.

If we are unable to successfully defend against such claims or manage associated costs, our business, financial condition, and results of operations could be materially adversely affected.

 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

We did not issue any equity securities for the quarter ended July 31, 2025.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

The following documents are filed as part of this report:

* Filed herewith.

 SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.